Execution
Version
Exhibit
10.30
PARTIAL TERMINATION AND LICENSE
AGREEMENT
This Partial Termination and License Agreement
(the “ Agreement ”) is entered into this 16th
day of October, 2008 (the “ Effective Date ”),
by and among Wyeth, acting through its Wyeth Pharmaceuticals
Division, a corporation organized and existing under the laws of
the State of Delaware and having a principal place of business at
500 Arcola Road, Collegeville, Pennsylvania 19426, Wyeth-Whitehall
Pharmaceuticals, Inc., a corporation having a principal place of
business at Road No. 3, Kilometer 142.1, Guayama, Puerto Rico
00784, and Wyeth-Ayerst Lederle, Inc. a corporation having a
principal place of business at 65th Infantry Road, Kilometer 9.7,
Carolina, Puerto Rico 00987-4904 (collectively, “
Wyeth ”) and Progenics Pharmaceuticals, Inc., a
corporation organized and existing under the laws of the State of
Delaware and having a principal place of business at 777 Old Saw
Mill River Road, Tarrytown, NY 10591 and Progenics Pharmaceuticals
Nevada, Inc., a corporation organized and existing under the laws
of the State of Nevada and having a principal place of business at
777 Old Saw Mill River Road, Tarrytown, NY 10591 (collectively,
“ Progenics ”). Wyeth and Progenics
may each be referred to herein individually as a “
Party ” and collectively as the “ Parties
.”
BACKGROUND
A. Wyeth
Pharmaceuticals is the pharmaceutical division of Wyeth, a global
company devoted, among other businesses, to discovering,
developing, manufacturing and marketing human pharmaceutical
products.
B. Wyeth-Whitehall
Pharmaceuticals, Inc. and Wyeth-Ayerst Lederle, Inc. are indirect
subsidiaries of Wyeth.
C. Progenics
is a biopharmaceutical company focusing on the development and
commercialization of innovative therapeutic
products. Progenics and Wyeth are developing [*] for the
treatment of post-operative bowel dysfunction and opioid-induced
constipation associated with chronic pain and advanced medical
illness.
D. Progenics
Pharmaceuticals Nevada, Inc. (“ ProNev ”) is a
direct, wholly-owned subsidiary of Progenics Pharmaceuticals,
Inc.
E. Wyeth
and Progenics are parties to a certain License and Co-Development
Agreement dated as of December 23, 2005 pursuant to which Progenics
granted to Wyeth an exclusive worldwide license to Develop and
Commercialize [*] (the “ Progenics-Wyeth Agreement
”).
F. Section
2.8 of the Progenics-Wyeth Agreement (Japan) provides that Wyeth
give Progenics notice [*] of Wyeth’s election not to Develop
the Products in Japan.
G. Wyeth
notified Progenics of its determination not to Develop the Products
in Japan (either directly or through a Sublicensee) pursuant to
Section 2.8 of the Progenics-Wyeth Agreement.
[*]
CONFIDENTIAL TREATMENT REQUESTED
CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION
Execution
Version
H. Section
2.8 of the Progenics-Wyeth Agreement also provides that, in the
event Wyeth notifies Progenics that it has determined not to
Develop the Products in Japan (either directly or through a
Sublicensee), then (i) the license granted to Wyeth in Section 2.1
of the Progenics-Wyeth Agreement (Exclusive License from Progenics
to Wyeth) shall terminate with respect to Japan only and (ii) the
requirements set forth in clauses (a) through (f) of Section 10.4.1
of the Progenics-Wyeth Agreement shall apply as if there were a
Partial Termination pursuant to Section 10.2.1 of the
Progenics-Wyeth Agreement with respect to all the Products in Japan
only.
I. Wyeth
and Progenics agreed, pursuant to a letter agreement dated April
12, 2007 (the “ Letter Agreement ”), that,
notwithstanding the provisions of Section 2.8 of the
Progenics-Wyeth Agreement, no change would occur in the license
granted to Wyeth in Section 2.1 of the Progenics-Wyeth Agreement
until such time as Progenics notified Wyeth that it intends to
Develop or Commercialize the Products in Japan (the “
Progenics Notice ”) whereupon the license granted to
Wyeth in Section 2.1 of the Progenics-Wyeth Agreement would
terminate with respect to Japan only and the provisions of Section
10.4.1 of the Progenics-Wyeth Agreement would apply as if there
were a Partial Termination with respect to all the Products in
Japan only.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual
promises and covenants set forth below and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties hereby agree as follows:
All capitalized terms used, but not otherwise
defined herein, shall have the meanings ascribed to such terms in
the Progenics-Wyeth Agreement.
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2.
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Partial
Termination of the Progenics-Wyeth Agreement as to
Japan
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By entering into this Agreement, Progenics
hereby gives Wyeth the Progenics Notice and Wyeth waives its right
to give a Wyeth Notice (as defined in the Letter
Agreement). The Parties hereby acknowledge and agree
that Wyeth’s license pursuant to Section 2.1 of the
Progenics-Wyeth Agreement (Exclusive License from Progenics to
Wyeth) terminates as of the Effective Date of this Agreement with
respect to Japan only, and accordingly, the Territory as defined in
the Progenics-Wyeth Agreement is hereby amended to mean the entire
world other than Japan.
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3.
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Partial
Termination Covenants
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3.1.
Transfer of Documents and Data
Related to the Products in Japan. Wyeth shall, within thirty (30) days
after the Effective Date of this Agreement, transfer to Progenics
copies of all data, reports, records and materials in Wyeth’s
possession or control that relate to the Products or the Compound
in Japan.
[*]
CONFIDENTIAL TREATMENT REQUESTED
CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION
Execution
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3.2.
Transfer of Registrational
Filings and Regulatory Approvals. Promptly following the Effective
Date of this Agreement, Wyeth shall use Commercially Reasonable
Efforts to transfer to Progenics ownership and control of all
Registrational Filings and Regulatory Approvals made, filed or
obtained for the Products and the Compound in Japan and all
clinical, technical and other relevant reports and data relating to
the Products and the Compound in Japan, each to the extent they are
owned, controlled by or held in the name of Wyeth or its
Affiliates.
3.3.
Supply of
Product. Wyeth and Progenics shall negotiate in good
faith a supply agreement on commercially reasonable terms pursuant
to which Wyeth shall supply Progenics with any Products being
manufactured by Wyeth as of the Effective Date of this Agreement
for a period of [*] ([*]) years. In addition, Wyeth
shall cooperate with Progenics in good faith to arrange for the
supply of API to Progenics. Wyeth shall, and hereby
does, waive any exclusivity right that Wyeth has with any suppliers
of API as necessary to permit Progenics, its Affiliates, licensees
and/or sublicensees to enter into direct supply agreements with
such suppliers.
3.4.
Documentation and
Technology. Promptly following the Effective
Date of this Agree